What is the Deer Solution franchisee's obligation regarding the use of Intellectual Property?
Deer_Solution Franchise · 2025 FDDAnswer from 2025 FDD Document
"Intellectual Property" refers to and means, individually and collectively, our Licensed Marks, Copyrights, Know-How, and System.
"Know-How" refers to means our trade secrets and proprietary information relating to the development, establishment, marketing, promotion and/or operation of a Deer Solution Business including, but not limited to, methods, techniques, specifications, procedures, policies, marketing strategies and information reflected in, included in, comprising and/or constituting a part of the System. Without limitation to the foregoing, Know-How shall further include information contained in the Operations Manual and the Confidential Information.
"Licensed Marks" refers to and means the trademarks, service marks, emblems and indicia of origin, including the "Deer Solution" trademark, the Deer Solution logo, Trade Dress, and other trade names, service marks, trademarks, logos, slogans and designs authorized by us in connection with the identification of Deer Solution Businesses and the Approved Services and Products, provided that such trade names, trademarks, service marks, logos and designs are subject to modification, replacement and discontinuance by us in our Reasonable Business Judgment.
- (1) During the Term of this Agreement and subject to the rights of Franchisor including, but not limited to, the Reserved Rights, Franchisor grants to Franchisee and Franchisee accepts, the nonexclusive license, right and obligation to develop and operate a Deer Solution Business within the operating territory designated and set forth in Schedule 1 of this Agreement (the "Operating Territory"). If Schedule 1 does not specifically identify and designate an Operating Territory, and/or if Schedule 1 is not signed by Franchisor, the Operating Territory shall be determined by Franchisor in Franchisor's Reasonable Business Judgment;
Franchisee agrees that with regard to the Franchised Business all customer lists and their contents and information represent Confidential Information and constitute an asset of Franchisor whether or not such information was supplied by Franchisor. During the Term of this Agreement and in connection with the development, establishment, marketing, promotion and operation of the Franchised Business, Franchisee shall disclose to Franchisor all of Franchisee's ideas, concepts, methods, and products conceived or developed by Franchisee and Franchisee's affiliates, Owners, agents, and employees relating to the development and operation of Deer Solution Businesses. Franchisee hereby assigns to Franchisor and Franchisee agrees to procure from Franchisee's Owners, affiliates and employees assignment of any such ideas, concepts, methods, and products that Franchisee is required to disclose to Franchisor under this Article 6.I. Franchisor shall have no obligation to make any lump sum or on-going payments to Franchisee or Franchisee's Owners, affiliates, or employees with respect to any such idea, concept, method, technique or product. Franchisee agrees that Franchisee will not use nor will Franchisee allow any other person or entity to use any such concept, method, or product without obtaining Franchisor's prior written approval.
- (8) Take all actions necessary and/or reasonably required to cancel all fictitious or assumed names or equivalent registrations relating to the Licensed Marks;
- (9) At no cost to Franchisor, take such action as may be determined by Franchisor to: (a) provide and assign to Franchisor the Business Management System, the Business Management System Data, and all customer lists, customer information, and customer data; and (b) transfer, disconnect, and/or otherwise assign, as directed by Franchisor, all telephone numbers, email addresses, yellow pages telephone directories, telephone directory type listings, Web Based Media listings, accounts and log-in information used in connection with Franchisee's former Deer Solution Business and/or otherwise associated with the System and/or the Licensed Marks, cancel Franchisee's interests in same as such cancellation may be directed by Franchisor, and effectuate, perform, honor, and comply with Franchisee's obligations under the Assignment of Telephone Numbers and Digital Media Accounts attached to this Agreement as Exhibit 3;
- (10) Abide by, and comply with, the restrictive covenants and obligations set forth in this Agreement, including, without limitation, the restrictive covenants and obligations set forth in Article 6.B through Article 6.E of this Agreement; and
All obligations under this Agreement that expressly, or by their nature, survive, or are intended to survive, the expiration, termination, or Transfer of this Agreement shall continue in full force and effect subsequent to, and notwithstanding, this Agreement's termination, expiration, or Transfer until such obligations are satisfied in full or, by the nature and/or terms, such obligation(s) expire.
Source: Item 23 — RECEIPTS (FDD pages 55–246)
What This Means (2025 FDD)
According to the 2025 Deer Solution Franchise Disclosure Document, franchisees have specific obligations regarding the use of intellectual property. The FDD defines "Intellectual Property" as the Licensed Marks, Copyrights, Know-How, and System. "Licensed Marks" include the "Deer Solution" trademark, logo, trade dress, and other identifiers authorized by Deer Solution, which may be modified or discontinued at Deer Solution's discretion.
Deer Solution franchisees are granted a nonexclusive license to operate a Deer Solution business within their designated territory, subject to the franchisor's rights. Franchisees must disclose to Deer Solution any ideas, concepts, methods, or products they develop related to the Deer Solution business. These innovations are then assigned to Deer Solution, who is not obligated to compensate the franchisee for them. The franchisee cannot use these concepts without prior written approval from Deer Solution.
Upon termination of the franchise agreement, the franchisee must take actions to cancel any assumed names related to the licensed marks and assign to Deer Solution the Business Management System, customer lists, telephone numbers, email addresses, and web-based media listings associated with the Deer Solution business. The franchisee must also comply with restrictive covenants outlined in the agreement. These obligations survive the termination of the agreement, ensuring the continued protection and control of Deer Solution's intellectual property.